Software Licence Agreement
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1. Conditions of Use
You hereby acknowledge that the software package called tkdcompsoft,
the software, the user manual and any other associated documentation
as well as any and all derivatives thereof (the “Software”) is
supplied under licence from tkdcompsoft, 35 Kennmoor Close, Warmley,
Bristol BS30 8BD upon the following terms which you will be deemed
to have accepted upon clicking the 'Buy Now' button or by signing and returning the agreement.
1.1.* packaging illustration on the home page. This
illustration is for use only on the website. The product we sell
is semi bespoke to our Clients and as such it is distributed
via the Internet. Products are not physically shipped around the
world.
All rights, title and interest, including copyrights and other
intellectual property rights of any nature created, developed,
subsisting or used in or in connection with the Software are owned
absolutely and exclusively by tkdcompsoft or its licensors and you
acquire no title or interest in the Software other than the right to
use it as detailed in this Licence. To avoid any doubt you may not
load the Software onto a computer or use the Software in any manner
without a licence from tkdcompsoft.
2. Registration
The details provided by you shall be deemed
to form part of and be subject to the terms of this licence.
3. Grant of Licence
3.1. In consideration of and subject to full payment by you of all
applicable Fees (as defined in Clause 5.1) you are granted a
non-exclusive, non-transferable licence to install and use the
Software on the maximum number of personal computers submitted by
you in the Registration Form and for which you have fully paid up
licences at any given time (though for the duration of those
licences only) although you may switch the Software from one PC to
another subject to such maximum.
3.2. Notwithstanding the generality of Clause 3.1 you are granted
the Licence for your individual and exclusive purposes only and for
no other purposes whatsoever.
3.3. You acknowledge and agree that you shall be solely responsible
for obtaining any and all licences or other permissions that may be
required in respect of any software, hardware or other computer or
telecommunications equipment other than the Software,
notwithstanding that any of same may be used by you in conjunction
with the Software.
4. Restrictions on Use
YOU MAY NOT:-
use the Software or any part thereof on equipment of a type,
category or for an additional number of users other than that for
which the Licence is granted and paid;
make copies of the Software except one (1) copy of the Software
(with exception of the user manual and associated documentation) for
security and back-up purposes provided that you reproduce all
copyright notices, trade marks, legends and logos on the back-up
copy and maintain an accurate record of the location of the backup
copy;
modify, alter, loan, distribute, rent, assign, sub-license, transfer
or otherwise provide, (whether electronically or otherwise) the
Software or any copy or part of it to anyone else or make the
Software available for use by others in any time sharing, service
bureau or similar arrangement or otherwise;
except as permitted by applicable law, reverse engineer,
disassemble, reverse translate or in any way decode the Software or
any copy or part of it in order to derive any source code. You agree
that the Software contains personal and confidential information
owned by tkdcompsoft or its licensors including but not limited to
the functionality, appearance and content of the Software screens,
the method and pattern of user interaction with the Software and the
content of the Software’s documentation. The Software source code
and such personal and confidential information are not licensed to
you under this Licence.
5. Licence Fee
5.1. In consideration of the licence granted under this Licence, and
depending on the number of users submitted by you on the
Registration Form, you shall pay tkdcompsoft a licence fee (the
“Fee”). The current licence Fees shall be detailed on the
tkdcompsoft web site (the “Web Site” — currently at http://www.tkdcompsoft.co.uk
). The Fee is due on acceptance of these Licence terms.
5.2. Until the relevant Fee has been paid the Software has not been
licensed to you. In this case use of the Software shall be deemed
unauthorised use and shall be at your own risk.
5.3. Any and all sums due hereunder are exclusive of value added tax
and/or equivalent or similar sales taxes which shall be payable in
addition, where and if applicable, at the relevant rate.
5.4. Any and all fees due hereunder by you to tkdcompsoft not paid
in full by the relevant Due Date shall bear interest at the rate of
10% of the total cost every 14 days from the date payment was due
until the actual date of payment in full. This is without prejudice
to tkdcompsoft other rights under this Licence and/or in law.
6. Support Services
6.1. tkdcompsoft shall provide a technical support for 100 days from
the payment of the Fee to assist with installation and operation of
the Software. tkdcompsoft shall be under no obligation to provide
support for any other purpose whatsoever.
6.2. tkdcompsoft, at its sole discretion, may provide information on
use of the Software on its Web Site.
7. Termination
7.1. This Licence becomes effective when you install the Software
and the licence granted shall terminate automatically with immediate
effect if you are in breach of or fail to comply with any term or
condition in it including but not limited to non-payment of any Fee.
7.4. Upon termination you will not be entitled to any refund of any
monies or other consideration paid by you and you relinquish all
rights granted to you under this Licence.
8. Limited 30 day Warranty
We warrant that the media on which the Software is contained on
delivery will be free from defects for a period of 30 days from
receipt by you of the Software and we will replace copies which do
not comply with this warranty provided these are returned to us
post-marked within such 30 day period.
THIS 30 DAY WARRANTY SHALL NOT APPLY IF THE SOFTWARE MEDIA IS LOST
OR STOLEN OR HAS BEEN DAMAGED BY ACCIDENT, MISUSE, NEGLECT OR
UNAUTHORISED USE OR MODIFICATION. TO AVOID ANY DOUBT UNAUTHORISED
USE SHALL INCLUDE USE PRIOR TO PAYMENT OF THE FEE.
9. Errors and Viruses
9.1. Without prejudice to the other provisions of this Licence
Agreement, you acknowledge that the Software may not be error free
and agree that the existence of any such errors shall not constitute
a breach of this Licence Agreement.
9.2. It is your responsibility to test each copy of the Software
supplied for computer viruses and you agree that you shall not hold
tkdcompsoft responsible for any damage caused from any such virus.
9.3. You agree that you will remain responsible for your own data,
notwithstanding that such data may be used in conjunction with the
Software.
10. Liability
10.1. EXCEPT AS EXPRESSLY PROVIDED ABOVE TKDCOMPSOFT MAKE NO
REPRESENTATIONS OR WARRANTIES WHETHER EXPRESS OR IMPLIED (BY STATUTE
OR OTHERWISE) RELATING TO THE PERFORMANCE, QUALITY MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OF THE SOFTWARE OR OTHERWISE AND
ALL SUCH REPRESENTATIONS AND/OR WARRANTIES ARE HEREBY SPECIFICALLY
DISCLAIMED AND EXCLUDED.
10.2. YOU ALONE ARE ABLE TO DETERMINE WHETHER THE SOFTWARE WILL MEET
YOUR REQUIREMENTS AND THE ENTIRE RISK AS TO ITS PERFORMANCE IS WITH
YOU AND, EXCEPT TO THE EXTENT PROVIDED IN CLAUSE 8 ABOVE, SHOULD THE
SOFTWARE PROVE DEFECTIVE, YOU ALONE MUST ASSUME THE ENTIRE COST OF
ALL NECESSARY SERVICING, REPAIR OR CORRECTION AND ANY INCIDENTAL OR
CONSEQUENTIAL DAMAGES. IN NO EVENT WILL TKDCOMPSOFT BE LIABLE FOR
(1) DIRECT, (2) INDIRECT, (3) SPECIAL, (4) INCIDENTAL (5) LOSS OF
PROFITS, DATA OR BUSINESS OR (6) CONSEQUENTIAL DAMAGES RESULTING
FROM ANY DEFECT AND/OR USE OF THE SOFTWARE, EVEN IF tkdcompsoft HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, WHETHER DUE TO
tkdcompsoft OR ANY OTHER ENTITY’S NEGLIGENCE, BREACH OF CONTRACT,
MISREPRESENTATION OR OTHERWISE.
10.3. WITHOUT PREJUDICE TO THE FOREGOING tkdcompsoft SHALL BE IN NO
WAY LIABLE IN RESPECT OF ANY COSTS, CLAIMS, LOSSES, LIABILITIES,
DAMAGES AND EXPENSES INCURRED DIRECTLY OR INDIRECTLY IN RESPECT OF
THE SOFTWARE OR BY REASON OF THE LICENSING OR USE OF THE SOFTWARE OR
OTHERWISE.
10.4. YOU SHALL INDEMNIFY tkdcompsoft AGAINST ALL CLAIMS BY THIRD
PARTIES (OTHER THAN CLAIMS ALLEGING BREACH BY THE SOFTWARE, AS
SUPPLIED, OF A THIRD PARTY’S COPYRIGHT, PATENT OR OTHER INTELLECTUAL
PROPERTY RIGHT) ARISING FROM POSSESSION OR USE OF THE SOFTWARE BY
YOU OR BY ANYONE USING IT WITH YOUR CONSENT.
10.5. NOTWITHSTANDING THE FOREGOING tkdcompsoft SHALL BE HELD IN NO
WAY LIABLE FOR ANY USE OF THE SOFTWARE IN AN ILLEGAL MANNER.
10.6. THE PROVISIONS OF THIS CLAUSE 10 SHALL APPLY EXCEPT TO THE
EXTENT THAT LIABILITY CANNOT BE EXCLUDED OR LIMITED BY LAW. WITHOUT
PREJUDICE TO THE FOREGOING, tkdcompsoft’ AGGREGATE LIABILITY UNDER
THIS AGREEMENT FOR ALL CLAIMS ARISING UNDER IT SHALL BE LIMITED TO
AGGREGATE FEES PAID BY YOU TO THE DATE OF CLAIM.
10.7. YOU AGREE THE PROVISIONS OF THIS CLAUSE 10 ARE FAIR AND
REASONABLE IN ALL THE CIRCUMSTANCES OF THE LICENCE.
11. Update Policy
tkdcompsoft may at their sole discretion advise you of and license
you use of Software updates and new releases. Updates of the
Software will be available on the Web Site as and when tkdcompsoft
make these available. It will be your responsibility to download
updates for your use. To avoid any doubt use of any updates shall be
subject to the terms and conditions of this Licence.
12. General
12.1. This Licence is governed by and interpreted in accordance with
the laws of England and Wales and you agree to submit to the
non-exclusive jurisdiction of the British Courts.
12.2. You acknowledge that you have read this Licence, agree to be
bound by its terms and conditions and agree that it is the complete
and exclusive statement of the agreement between you and tkdcompsoft
and that this supersedes any other previous proposal or agreement
whether oral or written, relating to the subject matter of this
Licence.
12.3. Any representations, modification or amendments to this
Licence shall be of no force unless contained in a written
memorandum signed by an authorised officer of tkdcompsoft.
12.4. Either party’s failure or delay in enforcing any provision
hereof will not waive that party’s rights.
12.5. If any provision of this Licence is found to be invalid or
unenforceable pursuant to any judicial decree or otherwise, the
remainder of this Licence shall remain valid and enforceable
according to its terms.
12.6. tkdcompsoft may assign or transfer its rights and obligations
under this Licence. You may not transfer to another party your
rights under this Agreement, without prior written authority from
tkdcompsoft.
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